Specifically Excluded Liabilities Clause Samples
Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.3(a), the Assumed Liabilities shall not include, and in no event shall Purchaser assume, agree to pay, discharge or satisfy any liability or obligation (the “Specifically Excluded Liabilities”):
(a) relating to any liability or obligation (including accounts payable) arising prior to the Closing, owed to any employee, agent, contractor, vendor, account payor, service provider, creditor, lender or any Affiliate of Seller;
(b) for any Taxes with respect to any period;
(c) for any Closing Date Liabilities (as defined below);
(d) relating to guarantees of any indebtedness of any Person;
(e) relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law (as defined below), workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of Seller to perform any obligation (under any Law, Governmental Authorization or Contract), in each case arising out of, or relating to, (A) acts or omissions that shall have occurred prior to the Closing, (B) services performed or products sold prior to the Closing, (C) the ownership or use of the Assets prior to the Closing, or (D) the operation of Seller’s business prior to the Closing;
(f) pertaining to any Excluded Asset;
(g) relating to, resulting from, or arising out of, any of the operations of Seller that have been discontinued or disposed of prior to the Closing; and
(h) arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Seller. The Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith.
Specifically Excluded Liabilities. Except for the Assumed Liabilities, Purchaser shall not assume any obligation or liability of Seller of any kind, and Seller shall pay, satisfy and perform all of its obligations (other than the Assumed Liabilities), whether fixed, contingent, known or unknown and whether existing as of the Closing or arising thereafter, which may affect in any way the transferred assets. Such specifically excluded liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith.
Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 2.03, the Assumed Liabilities do not include, and in no event will Buyer assume, agree to pay, discharge or satisfy any liability or obligation of Seller:
(a) for any taxes of Seller for any period;
(b) owed to any member or Affiliate of Seller or any of their respective Affiliates (other than accrued salary, wages, commissions or bonuses for the then-current payroll period);
(c) that is being paid off by Buyer at the Closing pursuant to Article III; or (d) in respect of any Excluded Asset.
Specifically Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 1.2, Purchaser shall not be liable for and shall not assume any of the following Liabilities of Seller (each, a “Specifically Excluded Liability”): (a) any debts of any kind, including, but not limited to: lines of credit, bank debt, capital leases, credit facility, factoring debt, credit card debt, merchant cash advance, Paycheck Protection Program loans (PPP loans), Covid-19 Economic Injury Disaster Loans (EIDL loans) and any obligation for taxes (of any kind) of Seller with respect to any period; (b) any payment owed by Seller to any Affiliate of Seller; (c) any Liability related to any Excluded Asset; (d) any obligation arising out of the termination of any employee of Seller; (e) any obligation pertaining to fees and expenses of Seller incurred in connection with the negotiation and execution of this Agreement; (f) any Liability for sales, transfer or other taxes that may be imposed upon the sale or assignment of the Assets pursuant to this Agreement, regardless of when such obligations may become known and due; or (g) any Liability of Seller or Parent arising from or relating to that certain agreement dated July 30, 2019, between Seller and ▇▇▇▇▇ ▇▇▇▇▇▇▇ or any other agreement or arrangement between ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Seller and/or Parent. For purposes of this Agreement, “Affiliate” of a person means any person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. For the avoidance of doubt, Parent is an Affiliate of Seller.
Specifically Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall assume no liabilities or obligations of Seller of any nature whatsoever, contingent or otherwise including, but not limited to, any liabilities pertaining to the Hereford Employees, the Torrington Employees, the ▇▇▇▇▇▇ Employees, the Acquired Factories and/or the Assets. Without limiting the foregoing, it is specifically agreed and understood that excluded from the Assumed Liabilities are any liabilities, obligations, or commitments set forth below:
Specifically Excluded Liabilities. Acquiror shall not assume, in connection with the transactions contemplated hereby, the following liabilities and obligations of THE SPACE BUSINESS, and THE SPACE BUSINESS shall retain responsibility for all such listed liabilities and obligations. Specifically, the Assumed Liabilities shall not include, and in no event shall Acquiror assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of THE SPACE BUSINESS (the “Specifically Excluded Liabilities”):
(a) pertaining to any Excluded Asset. Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith.